Booker Smith
About Booker Smith
Booker Smith (age 31) joined the Great Elm Group, Inc. (GEG) Board in August 2025 as an independent director designated by Woodstead Value Fund under its investment agreement. He holds an M.S.R.E.D. and a B.A. in Comparative Literature from Columbia University. Core credentials span corporate credit, distressed investing, and real estate operations, including roles as COO of Homes of America and President of Sullivan’s Scrap Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imperial Capital | Senior Vice President (distressed credit, reorganized equities) | Not disclosed | Investment and restructuring expertise |
| Homes of America | Chief Operating Officer | Not disclosed | Operating leadership in real estate communities |
| Sullivan’s Scrap Group | President | Not disclosed | Operational P&L responsibility |
| The New York Daily News | Treasurer; Board member; Pension Committee | Not disclosed | Financial oversight and pension governance |
External Roles
| Organization | Role | Public/Private/Non‑profit | Notes |
|---|---|---|---|
| Homes of America | Chief Operating Officer | Private (not disclosed as public) | National owner-operator of mobile home communities |
| Sullivan’s Scrap Group | President | Private (not disclosed as public) | Regional metal recycler (Hatboro, PA) |
| The New York Daily News | Treasurer; Board; Pension Committee | Media; governance role | Board and pension committee responsibilities |
Board Governance
- Independence: The Board determined all nominees other than the CEO (Jason Reese) are independent; Smith is independent under Nasdaq standards .
- Committee assignments:
- As initially filed (Oct 17, 2025): expected appointment to Audit Committee post‑AGM; Parmelee to chair .
- Revised filing (Oct 31, 2025): expected appointment to Compensation Committee post‑AGM; Parmelee to chair Compensation .
- Implication: Committee placement was updated between initial and revised proxy filings.
- Board leadership: Combined Chair/CEO role; no lead independent director; vice chair presides over independent executive sessions at each regular board meeting .
- Attendance: FY2025 Board held 4 meetings; committees held 10; each director attended ≥75% of combined meetings. Smith joined after FY2025 year‑end, so no FY2025 attendance disclosure for him .
| Governance Item | Status |
|---|---|
| Independence | Independent director |
| Current committees (pre‑AGM) | None disclosed for Smith |
| Expected committees (as‑filed 10/17) | Audit Committee member |
| Expected committees (revised 10/31) | Compensation Committee member |
| Executive sessions | Held each regular meeting; vice chair presides |
| Attendance (FY2025) | Board/committee ≥75% overall; N/A for Smith due to August 2025 start |
Fixed Compensation (Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Non‑employee directors; election to take equity in lieu allowed |
| Committee chair fees | $20,000 Audit; $10,000 Compensation; $10,000 Nominating & Corporate Governance | Cash |
| Committee member fee (non‑chair) | $10,000 per committee | Cash |
| Vice Chair retainer | $65,000 | Cash |
| Annual equity grant | $65,000 | January 3, 2025 grant for calendar 2025; monthly vesting; pro‑rated for partial service |
| Deferral/equity-in-lieu election | Permitted | Directors may defer/convert cash retainers to equity |
| Director compensation cap (plan) | $500,000 per director; $750,000 for chair/vice chair | Under 2025 LTIP governance features |
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics for director equity | None disclosed; annual director equity retainer vests monthly on time basis (no performance goals) |
| Clawback policy | Compensation Committee may cancel/recoup awards per policy and stock exchange rules (applies to equity awards) |
Other Directorships & Interlocks
| Type | Entity | Nature | Notes |
|---|---|---|---|
| Shareholder designee | Woodstead Value Fund, L.P. | Board designation right | Woodstead purchased 4.0M GEG shares at $2.25; warrants (1M @ $3.50; 1M @ $5.00); GEG agreed to appoint Woodstead designee; Smith appointed Aug 27, 2025 |
| Transaction finder | Imperial Capital | Finder’s fee | $270,000 finder’s fee paid to Imperial Capital (affiliate of GEG CEO) in connection with Woodstead issuance; Smith is former SVP of Imperial Capital (potential perceived interlock) |
| Affiliate investment | GECC (Great Elm Capital Corp.) | Investment by Smith affiliate | GECC sold 1.3M newly‑issued shares to an affiliate of Booker Smith for $15.0M at $11.65/share (Aug 2025) |
Expertise & Qualifications
- Distressed credit, reorganized equities, and real estate operating expertise (Imperial Capital; Homes of America) .
- Corporate finance governance (Treasurer; pension committee at The New York Daily News) .
- Academic credentials in real estate development and finance from Columbia University .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 17,070 |
| Percent of class | <1% (asterisk indicated “less than 1%”) |
| Vested vs. unvested restricted stock | 10,668 vested; 6,402 unvested |
| Options (exercisable/unexercisable) | None disclosed |
| Stock ownership guideline | 5x annual cash retainer ($65k) within 5 years of election; ongoing maintenance thereafter |
| Estimated current value of holdings | Approx. $41k using Record Date price $2.42 (17,070 × $2.42) |
| Guideline compliance status | Appears below 5x ($325k) threshold currently; within 5‑year window from Aug 2025 appointment |
Governance Assessment
- Strengths
- Independent status; relevant financial and real estate operations expertise that aligns with GEG’s investment platforms .
- Director ownership guidelines promote alignment; hedging prohibited .
- Board uses independent executive sessions at each regular meeting .
- Watch items / potential conflicts
- RED FLAG: Appointment as a shareholder designee tied to Woodstead’s $9M private placement and board designation right; such rights can concentrate influence and merit monitoring of independence in matters implicating Woodstead’s interests .
- RED FLAG: Imperial Capital (affiliate of GEG’s CEO) received a $270k finder’s fee on the Woodstead deal; Smith is a former Imperial Capital SVP—perceived interlock risk even without a direct related‑party transaction involving Smith .
- Watch: An affiliate of Smith invested $15.0M in GECC (a GEG‑related platform) in Aug 2025—monitor for any transactions between GEG/GECC and entities associated with Smith for related‑party scrutiny .
- Process clarity: Committee assignment changed between initial and revised proxy (Audit → Compensation). Ensure final post‑AGM committee charters reflect appropriate expertise and independence .
- Alignment and incentives
- Director pay mix is balanced across cash and time‑vested equity with an annual $65k equity retainer; no performance metrics tied to director equity (common for governance best practices to preserve oversight independence) .
- Clawback mechanisms exist under the 2025 LTIP; director compensation capped at $500k ($750k chair/vice chair) per calendar year—positive guardrails against excessive pay .
Fixed Compensation (Program Detail Table)
| Item | FY2025 Program Terms |
|---|---|
| Cash retainer | $65,000 |
| Committee chair fees | Audit $20,000; Compensation $10,000; Nominating & Corporate Governance $10,000 |
| Committee member fee | $10,000 per committee (non‑chair) |
| Equity retainer | $65,000 annual grant (1/3/2025; monthly vesting; pro‑rate as needed) |
| Vice Chair retainer | $65,000 |
| Equity in lieu / deferral | Allowed for cash retainers; deferral elections permitted |
Performance Compensation (Metrics Table)
| Compensation Element | Performance Metric | Target/Curve | Payout Determination |
|---|---|---|---|
| Director annual equity retainer | None (time‑based vesting monthly) | N/A | N/A |
| Clawback applicability | Policy permits recoupment for awards | N/A | Committee discretion per policy |
Say‑on‑Pay & Shareholder Feedback (context)
- 2024 Annual Meeting results (Dec 4, 2024): Say‑on‑pay FOR 16,761,733; AGAINST 1,683,843; ABSTAIN 2,664; broker non‑votes 7,908,600. Frequency vote supported annual votes (One Year 18,105,571) .
- Director elections (2024): All nominees received a majority of votes cast; CEO Reese received highest FOR votes (18,241,132) .
Related‑Party Transactions (Board‑level context)
- PIK Notes: Purchased by funds affiliated with ICAM (CEO Reese), Northern Right (Vice Chair Drapkin), and trusts affiliated with director Scheyer; conversion restrictions in place per agreements .
- Woodstead financing/board designation: 4.0M share issuance at $2.25 with 10‑year warrants (1.0M @ $3.50; 1.0M @ $5.00); board designee right while holding ≥2.0M shares; Smith appointed Aug 27, 2025; $270k finder’s fee to Imperial Capital .
Overall implication: Smith brings relevant distressed/real‑estate expertise and is independent, but his shareholder‑designee status and network linkages (Woodstead, Imperial Capital) warrant monitoring for recusals and robust committee independence, especially if seated on Audit or Compensation. Ownership is currently below the 5x guideline (based on record‑date price inputs), but the five‑year compliance window provides time to build alignment .